Bond CBIC 3.75% ( XS1564458609 ) in USD

Issuer CBIC
Market price refresh price now   100 %  ⇌ 
Country  Canada
ISIN code  XS1564458609 ( in USD )
Interest rate 3.75% per year ( payment 2 times a year)
Maturity 16/03/2032



Prospectus brochure of the bond CIBC XS1564458609 en USD 3.75%, maturity 16/03/2032


Minimal amount 1 000 000 USD
Total amount 30 000 000 USD
Next Coupon 16/03/2026 ( In 137 days )
Detailed description CIBC is a leading North American financial institution offering a wide range of financial products and services to personal and business clients, including banking, wealth management, and capital markets.

The Bond issued by CBIC ( Canada ) , in USD, with the ISIN code XS1564458609, pays a coupon of 3.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 16/03/2032








PROSPECTUS

CANADIAN IMPERIAL BANK OF COMMERCE
(a Canadian chartered bank)
Structured Notes Base Prospectus
Pursuant to the Structured Note Issuance Programme
This document is a base prospectus (the "Prospectus") prepared for the purposes of Article 8 of Regulation (EU) 2017/1129
(as amended, the "Prospectus Regulation") for the purpose of the offering of Notes (as defined below) other than Exempt
Notes (as defined below) from time to time.
Under this Structured Notes Base Prospectus, pursuant to the Structured Note Issuance Programme (the "Programme")
described under "Description of the Programme" herein, Canadian Imperial Bank of Commerce ("CIBC" or the "Issuer", which
term includes the relevant Branch of Account specified in the applicable Issue Terms (as defined below)), subject to compliance
with all relevant laws, regulations and directives, may from time to time issue notes (the "Notes"). The Notes will be senior,
unsubordinated Notes constituting deposit liabilities of CIBC. References in this Prospectus to "Exempt Notes" are to Notes
which are (i) neither admitted to trading on a regulated market in the European Economic Area or the United Kingdom nor
offered to the public in the European Economic Area or the United Kingdom, or (ii) Notes for which no prospectus is required to
be published under the Prospectus Regulation.
This Prospectus has been approved as a prospectus by the Commission de surveillance du secteur financier (the "CSSF"), in
its capacity as competent authority in Luxembourg under the Prospectus Regulation and the Luxembourg Act dated 16 July
2019 relating to prospectuses for securities (the "Luxembourg Prospectus Act") as a base prospectus issued in compliance
with the Prospectus Regulation for the purpose of giving information with regard to the issue of Notes (other than Exempt
Notes) during the period of twelve months after the Approval Date (as defined herein). The CSSF only approves this
Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation and the Luxembourg Prospectus Act. Such approval should not be considered as an endorsement of the Issuer or
the quality of the Notes and investors should make their own assessment as to the suitability of investing in the Notes. Pursuant
to Article 6 (4) of the Law dated 16 July 2019, by approving a prospectus, in accordance with Article 20 of Regulation (EU)
2017/1129, the CSSF does not engage in respect of the economic or financial opportunity of the operation or the quality and
solvency of the Issuer. The CSSF has neither reviewed nor approved any information in relation to Exempt Notes.
Under the Programme, the Issuer may from time to time issue Notes that are either: (i) senior notes not linked to Reference
Items, or (ii) senior notes linked to one or more Reference Items. Notes that may be issued under this Prospectus may bear
interest at a fixed rate, floating rate, variable rate or a rate linked to a Reference Item or they may not bear interest or they may
be converted from one interest and/or payment basis to another. The Issuer may also prepare and publish other base
prospectuses in respect of the Programme that are not approved as a prospectus by the CSSF.
Applications have been made for Notes other than Exempt Notes to be admitted to listing on the official list of the Luxembourg
Stock Exchange and to trading on the regulated market of the Luxembourg Stock Exchange during the period of twelve months
after the Approval Date. The regulated market of the Luxembourg Stock Exchange is a regulated market for the purposes of the
Markets in Financial Instruments Directive 2014/65/EU (as amended, "MiFID II").
Application has been made to the Luxembourg Stock Exchange for Exempt Notes to be admitted to trading on the Luxembourg
Stock Exchange's Euro MTF market (the "Euro MTF"). The Euro MTF is not a regulated market for the purposes of MiFID II.
Exempt Notes may be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent
authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further
competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer. The applicable Issue
Terms will specify whether the Notes are to be listed or unlisted and, if listed, will indicate the stock exchange and/or quotation
system on which the Notes will be listed.
References in this Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been (i)
admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to the official list of the
Luxembourg Stock Exchange; or (ii) admitted to trading on the Luxembourg Stock Exchange's Euro MTF.
This Prospectus is valid for a period of twelve months after its Approval Date (defined below) until 10 May 2024.
This Prospectus must be read with the documents incorporated by reference herein (see "Documents Incorporated by
Reference") and any supplement to this Prospectus (each, a "Supplement") as approved by the CSSF from time to time and, in
relation to any Tranche or Series of Notes, should be read and construed together with the applicable Issue Terms (as defined
below). Any reference herein to "Prospectus" includes the documents incorporated by reference herein and any such
approved Supplement and the documents incorporated by reference therein.
A "final terms" document (the "Final Terms") will be prepared in respect of each Tranche of Notes other than Exempt Notes.
The Final Terms will complete the Conditions in relation to such Notes, specify whether the Belgian Securities Annex is
applicable in relation to such Notes and, in relation to Reference Item Linked Notes, will specify the applicable payout
conditions used to calculate the redemption amount and any interest/coupon payments.
A "pricing supplement" document (the "Pricing Supplement") will be prepared in respect of each Tranche of Exempt Notes.
The Pricing Supplement will complete or supplement the Terms and Conditions in relation to such Exempt Notes, specify




whether the Belgian Securities Annex is applicable in relation to such Notes and, in relation to Reference Item Linked Notes,
will specify the applicable payout conditions used to calculate the redemption amount and any interest/coupon payments.
Alternatively, a Drawdown Prospectus may be prepared in respect of a Tranche of Notes (including Exempt Notes). The
Drawdown Prospectus will amend and/or replace the Conditions in relation to the relevant Series in the manner as set forth in
the Drawdown Prospectus and will also set out or incorporate by reference the necessary information relating to the Issuer.
The Final Terms, the Pricing Supplement and the Drawdown Prospectus therefore contain vital information in regard to the
Notes. The Final Terms, the Pricing Supplement and the Drawdown Prospectus for listed Notes will be available on the website
of the Luxembourg Stock Exchange (www.luxse.com).
References in this Prospectus to "Issue Terms" means either (i) where the Notes are not Exempt Notes, the applicable Final
Terms or (ii) where the Notes are Exempt Notes, the applicable Pricing Supplement.
This Prospectus as well as the documents incorporated by reference herein and any supplement hereto approved by the CSSF
will be published in electronic form on the website of the Luxembourg Stock Exchange Luxembourg Stock Exchange - CIBC -
USD 7 500 000 000 Note Issuance Programme | LuxSE and will be viewable on, and obtainable free of charge from, such
website. For the avoidance of doubt, any information contained in the aforementioned website (other than the information
incorporated by reference in this Prospectus as described in the section entitled "Documents Incorporated by Reference")
does not form part of this Prospectus and has not been scrutinised or approved by the CSSF.
The Notes and, in certain cases, Asset Amounts (as defined herein) relating to the Notes (if any), have not been, and will not
be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory
authority of any state or other jurisdiction of the United States and Notes issued in bearer form are subject to U.S. tax law
requirements. Subject to certain exceptions, the Notes may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")). The Notes may be
offered and sold (i) within the United States in registered form only to qualified institutional buyers (each, a "QIB"), as defined in
Rule 144A under the Securities Act ("Rule 144A"), in reliance on the exemption from registration provided by Rule 144A (the
"Rule 144A Notes") and (ii) to non-U.S. persons in offshore transactions in reliance on Regulation S (the "Regulation S
Notes"). Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain other restrictions,
see "Subscription and Sale".
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission (the "SEC"), the
securities commission of any State or other jurisdiction in the United States or any other U.S. regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Notes or the accuracy
or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.
For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Prospectus or any
Issue Terms and other offering material relating to the Notes in Canada, the United States, the European Economic Area
(including Belgium, The Netherlands and Italy), the United Kingdom, Switzerland, Japan, Hong Kong, Singapore, Taiwan, PRC
(as defined herein), Australia, New Zealand, United Arab Emirates (excluding the Dubai International Financial Centre) and
Dubai International Financial Centre - see "Subscription and Sale".
An investment in Notes is subject to a number of risks, as described in the section of this Prospectus entitled "Risk
Factors" below. Prospective purchasers of Notes should ensure that they understand the nature of the relevant Notes
and the extent of their exposure to risks and that they consider the suitability of the relevant Notes as an investment in
light of their own circumstances and financial condition. Certain Notes may involve a high degree of risk and potential
investors should be prepared to sustain a total loss of the purchase price of such Notes. Notes are speculative
investments, and returns may at times be volatile and losses may occur quickly and in unanticipated magnitude. In
respect of Reference Item Linked Notes, depending on the particular payout conditions (as described in this
Prospectus and as specified in the applicable Issue Terms), investors may bear the risk of losing some or up to all of
their investment depending on the performance of the Reference Items(s) to which the Notes are linked.
Even if the relevant Notes provide for a minimum scheduled amount payable at maturity, investors could still lose
some or up to all of their investment where (i) the Issuer becomes insolvent or otherwise fails to meet its payment (or
delivery) obligations under the Notes, (ii) investors are able to sell their Notes prior to maturity (which may not be the
case, as there may not be a secondary market for them), but the amount they receive is less than what they paid for
the Notes, (iii) the Notes are redeemed or terminated by the Issuer prior to maturity due to the occurrence of one or
more specified events as provided in the terms and conditions of the Notes, and the amount investors receive on such
early redemption or termination is less than what they paid for the Notes or (iv) the terms and conditions of the Notes
are unilaterally adjusted by the Issuer due to the occurrence of one or more specified events as described in the terms
and conditions of the Notes, resulting in a reduced return.
In addition, the Issuer is a domestic systemically important bank and is subject to Canada's bank recapitalization
regime for banks or "Bail-in Regime" (as more fully described in the section entitled "Canadian Bank Resolution
Powers" herein), which would apply if the relevant Canadian authorities are of the opinion that the Issuer has ceased,
or is about to cease, to be viable and viability cannot be restored or preserved. Notes that are Bail-inable Notes (as
defined below) are subject to conversion in whole or in part, by means of a transaction or series of transactions and in
one or more steps, into common shares of the Issuer or any of its affiliates under subsection 39.2(2.3) of the Canada
Deposit Insurance Corporation Act (Canada) (the "CDIC Act") and to variation or extinguishment in consequence, and
are subject to the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein
in respect of the operation of the CDIC Act with respect to the Bail-inable Notes. See Condition 3(b) and the discussion
under the risk factors included under "Risk Factors ­ Factors which are material for the purpose of assessing the bail-
in risks associated with Notes issued under the Programme - Risks related to Bail-inable Notes". The applicable Issue
Terms will indicate whether the Notes are Bail-inable Notes.
ii



Under the Bail-in Regime (as defined herein), in certain circumstances, amending or extending the term to maturity of Notes
which would otherwise not be Bail-inable Notes because they were issued before September 23, 2018, would mean those
Notes could be subject to a Bail-in Conversion. The Issuer does not intend to amend or re-open a Series of Notes where such
re-opening could have the effect of making the relevant Notes subject to Bail-in Conversion.
CIBC Capital Markets
The date of this Prospectus is 10 May 2023 (the "Approval Date").


iii



RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Prospectus and the Final
Terms for each Tranche of Notes issued under this Prospectus. To the best of the knowledge of the
Issuer, the information contained in this Prospectus is in accordance with the facts and this
Prospectus makes no omission likely to affect its import.
IMPORTANT NOTICES
Unless otherwise specified, all references in this Prospectus to (a) the "Prospectus Regulation"
refer to Regulation (EU) 2017/1129; and (b) the "UK Prospectus Regulation" refer to Regulation
(EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal)
Act 2018, as amended (the "EUWA"). Unless the context otherwise requires, references in this
Prospectus to the Prospectus Regulation shall also include the UK Prospectus Regulation.
This Prospectus is valid for a period of twelve months from its date of approval. The Issuer will, in
the event of any significant new factor, material mistake or material inaccuracy relating to information
included in this Prospectus which is capable of affecting the assessment of any Notes, prepare a
supplement to this Prospectus. The obligation to prepare a supplement to this Prospectus in the
event of any significant new factor, material mistake or material inaccuracy does not apply when this
Prospectus is no longer valid.
DENOMINATIONS
Notes shall have a minimum Specified Denomination (as defined herein) of not less than 1,000 (or
its equivalent in any other currency as at the date of issue of the Notes).
In the case of Rule 144A Notes, the minimum denomination shall not be less than US$200,000 (or
its equivalent in another currency at the date of issue of the Notes), and in the case of Definitive N
Registered Notes, as defined herein, the minimum denomination shal not be less than 200,000 (or
its equivalent in another currency at the date of issue of the Notes).
IMPORTANT INFORMATION RELATING TO PUBLIC OFFERS OF NOTES IN THE UNITED
KINGDOM
No UK Public Offer (as defined below) of Notes may be made in the United Kingdom.
Tranches of Notes with a denomination of less than 100,000 (or its equivalent in other
currencies) may be offered under this Prospectus. AN OFFER OF NOTES WHICH HAVE A
MINIMUM DENOMINATION OF LESS THAN 100,000 (OR EQUIVALENT IN ANOTHER
CURRENCY) MAY ONLY BE MADE IN THE UNITED KINGDOM TO A LEGAL ENTITY WHICH IS
A QUALIFIED INVESTOR AS DEFINED IN THE UK PROSPECTUS REGULATION OR IN OTHER
CIRCUMSTANCES FALLING WITHIN ARTICLE 1(4) OF THE UK PROSPECTUS REGULATION.
The Issuer does not consent for this Prospectus to be used in relation to offers of Notes in the United
Kingdom with a denomination of less than 100,000 other than offers to qualified investors (as
defined in the UK Prospectus Regulation) or in other circumstances falling within Article 1(4) of the
UK Prospectus Regulation. None of the Issuer or any Dealer has authorized, nor do they authorize,
the subsequent resale or final placement of such Notes in the United Kingdom by financial
intermediaries (a "UK Public Offer") and the Issuer has not consented to the use of this Prospectus
by any other person in connection with any UK Public Offer of Notes. Any UK Public Offer made
without the consent of the Issuer is unauthorized and neither the Issuer nor any Dealer
accepts any responsibility or liability for the actions of the persons making any such
unauthorized offer. If the Investor is in any doubt about whether it can rely on this Prospectus
and/or who is responsible for its contents it should take legal advice.






IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES
IN THE EEA
Restrictions on Non-exempt offers of Notes in Relevant Member States
Certain Tranches of Notes with a denomination of less than 100,000 (or its equivalent in any other
currency) may be offered in circumstances where there is no exemption from the obligation under
the Prospectus Regulation to publish a prospectus. Any such offer is referred to as a "Non-exempt
Offer". This Prospectus has been prepared on a basis that permits Non-exempt Offers of Notes.
However, any person making or intending to make a Non-exempt Offer of Notes in any Member
State of the European Economic Area (each, a "Relevant Member State") may only do so if this
Prospectus has been approved by the competent authority in that Relevant Member State (or, where
appropriate, approved in another Relevant Member State and notified to the competent authority in
that Relevant Member State) and published in accordance with the Prospectus Regulation, provided
that the Issuer has consented to the use of this Prospectus in connection with such offer as provided
under "Consent given in accordance with Article 5(1) of the Prospectus Regulation (Retail
Cascades)" and the conditions attached to that consent are complied with by the person making the
Non-exempt Offer of such Notes.
Consent given in accordance with Article 5(1) of the Prospectus Regulation (Retail Cascades)
In the context of a Non-exempt Offer of Notes, the Issuer accepts responsibility, in each Relevant
Member State for which the consent to use this Prospectus extends, for the content of this
Prospectus in relation to any person (an "Investor") who purchases Notes in a Non-exempt Offer
made by any person (an "offeror") to whom the Issuer has given consent to the use of this
Prospectus in that connection, provided that the conditions attached to that consent are complied
with by the relevant offeror (an "Authorised Offeror"). The consent and conditions attached to it are
set out below.
Neither the Issuer nor any Dealer makes any representation as to the compliance by an Authorised
Offeror with any applicable conduct of business rules or other applicable regulatory or securities law
requirements in relation to any Non-exempt Offer and neither the Issuer nor any of the Dealers has
any responsibility or liability for the actions of that Authorised Offeror.
Except in the circumstances set out in the following paragraphs, neither the Issuer nor any Dealer
has authorised the making of any Non-exempt Offer by any offeror and the Issuer has not consented
to the use of this Prospectus by any other person in connection with any Non-exempt Offer of Notes.
Any Non-exempt Offer made without the consent of the Issuer is unauthorised and neither the Issuer
nor any Dealer accepts any responsibility or liability for the actions of the persons making any such
unauthorised offer.
If, in the context of a Non-exempt Offer, an Investor is offered Notes by a person who is not an
Authorised Offeror, the Investor should check with that person whether anyone is responsible for this
Prospectus in the context of the Non-exempt Offer and, if so, who that person is. If the Investor is in
any doubt about whether it can rely on this Prospectus and/or who is responsible for its contents, the
Investor should take legal advice.
In connection with each Tranche of Notes, and provided that the applicable Final Terms specifies an
Offer Period, the Issuer consents to the use of this Prospectus (as supplemented as at the relevant
time, if applicable) in connection with a Non-exempt Offer of such Notes, subject to the following
conditions:
(a)
the consent is only valid during the Offer Period so specified;
(b)
the only offerors authorised to use this Prospectus to make the Non-exempt Offer of
the relevant Tranche of Notes are the Managers or relevant Dealers specified in the
applicable Final Terms, and:
(i)
if the applicable Final Terms names financial intermediaries authorised to
make such Non-exempt Offers, the financial intermediaries so named;
and/or
2



(ii)
if specified in the applicable Final Terms, any financial intermediary which is
authorised to make such offers under MiFID II and which has been
authorised directly or indirectly by the Issuer or any of the Managers (on
behalf of the Issuer) to make such offers, provided that such financial
intermediary states on its website (I) that it has been duly appointed as a
financial intermediary to offer the relevant Tranche of Notes during the Offer
Period, (II) it is relying on this Prospectus for such Non-exempt Offer with
the consent of the Issuer and (III) the conditions attached to that consent;
(c)
the consent only extends to the use of this Prospectus to make Non-exempt Offers
of the relevant Tranche of Notes in each Public Offer Jurisdiction (as defined below)
specified in paragraph 13 of Part B of the applicable Final Terms; and
(d)
the consent is subject to any other conditions set out in paragraph 13 of Part B of the
applicable Final Terms.
Any offeror falling within sub-paragraph (b)(ii) above who meets all of the other conditions
stated above and who wishes to use this Prospectus in connection with a Non-exempt Offer
is required, for the duration of the relevant Offer Period, to publish on its website (i) that it has
been duly appointed as a financial intermediary to offer the relevant Tranche of Notes during
the Offer Period, (ii) it is relying on this Prospectus for such Non-exempt Offer with the
consent of the Issuer and (iii) the conditions attached to that consent. The consent referred
to above relates to Offer Periods occurring within twelve months from the date of this
Prospectus.
For the avoidance of doubt, none of the Dealers or the Issuer shall have any obligation to ensure that
an authorised offeror complies with applicable laws and regulations and shall therefore have no
liability in this respect.
Public Offer Jurisdictions
The Issuer may request the CSSF to provide a certificate of approval in accordance with Article 25
of the Prospectus Regulation (a "passport") in relation to the passporting of this Prospectus to the
competent authorities of The Netherlands, Belgium and France (the "Host Member States").
Even if the Issuer passports this Prospectus into the Host Member States, it does not mean that
the Issuer will choose to consent to any Non-exempt Offer in any such Host Member State or
Luxembourg (together, the "Public Offer Jurisdictions"). Investors should refer to the Final
Terms for any issue of Notes for the Public Offer Jurisdictions the Issuer may have selected as
such Notes may only be offered to Investors as part of a Non-exempt Offer in the other Public
Offer Jurisdictions, in each case as specified in the applicable Final Terms.
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES IN A NON-EXEMPT
OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH
NOTES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN
ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH
AUTHORISED OFFEROR AND SUCH INVESTOR, INCLUDING AS TO PRICE, ALLOCATIONS,
EXPENSES AND SETTLEMENT ARRANGEMENTS. THE ISSUER WILL NOT BE A PARTY TO
ANY SUCH TERMS AND ARRANGEMENTS WITH SUCH INVESTORS IN CONNECTION WITH
THE NON-EXEMPT OFFER, OR SALE OF THE NOTES CONCERNED AND, ACCORDINGLY,
THIS PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION. THE
FINANCIAL INTERMEDIARY WILL PROVIDE INFORMATION TO INVESTORS ON THE TERMS
AND CONDITIONS OF THE OFFER AT THE TIME THE OFFER IS MADE. THE RELEVANT
AUTHORISED OFFEROR WILL BE RESPONSIBLE FOR SUCH INFORMATION. NEITHER THE
ISSUER NOR ANY DEALER (EXCEPT WHERE SUCH DEALER IS THE RELEVANT
AUTHORISED OFFEROR) HAS ANY RESPONSIBILITY OR LIABILITY TO AN INVESTOR IN
RESPECT OF SUCH INFORMATION.
Save as provided above, no Issuer nor any Dealer has authorised, nor do they authorise, the making
of any Non-exempt Offer of Notes in circumstances in which an obligation arises for the Issuer or any
Dealer to publish or supplement a prospectus for such offer.
3



IMPORTANT INFORMATION RELATING TO STRUCTURED NOTES
The Issuer may issue Notes with principal, premium, interest or amounts deliverable determined by
reference to an index or formula, to changes in the prices of securities or commodities, to
movements in currency exchange rates or other financial variables (each, a "Reference Item").
An investment in Notes is subject to a number of risks, as described in the section of this Prospectus
entitled "Risk Factors" below. Notes are speculative investments, and returns may at times be
volatile and losses may occur quickly and in unanticipated magnitude. Depending on the particular
"Payout Conditions" (as described in this Prospectus and as specified in the applicable Issue Terms),
investors may bear the risk of losing some or up to all of their investment depending on the
performance of the Reference Item(s) to which their Notes are linked. Even if the relevant Notes
provide for a minimum scheduled amount payable at maturity, investors could still lose some or up to
all of their investment where (i) the Issuer becomes insolvent or otherwise fails to meet its payment
(or delivery) obligations under the Notes, (ii) investors are able to sell their Notes prior to maturity
(which may not be the case, as there may not be a secondary market for them), but the amount the
investor receives is less than what the investor paid for them, (iii) the Notes are redeemed or
terminated by the Issuer prior to their maturity due to the occurrence of one or more specified events
as provided in the terms and conditions of the Notes, and the amount an investor receives on such
early redemption or termination is less than what they paid for the Notes or (iv) the terms and
conditions of an investor's Notes are unilaterally adjusted by the Issuer due to the occurrence of one
or more specified events as described in the terms and conditions of the Notes, resulting in a
reduced return.
An investor should not acquire any Notes unless they (whether by themselves or in conjunction with
their financial adviser) understand the nature of the relevant Notes and the extent of their exposure
to potential loss on the Notes, and any investment in Notes must be consistent with their overall
investment strategy. An investor (whether by themselves or in conjunction with their financial
adviser) should consider carefully whether the particular Notes are suitable for them in the light of
their investment objectives, financial capabilities and expertise. Investors should consult their own
legal, tax, accountancy, regulatory, investment and other professional advisers as may be required
to assist them in determining the suitability of the Notes for them as an investment. They should
read, in particular, the section of this Prospectus entitled "Risk Factors" for important information
prior to making any decision to purchase Notes.
THE AMOUNT PAYABLE OR DELIVERABLE ON REDEMPTION OF STRUCTURED NOTES MAY
BE LESS THAN THE ORIGINAL INVESTED AMOUNT (AND IN SOME CASES MAY BE ZERO),
IN WHICH CASE YOU MAY LOSE SOME OR ALL OF YOUR ORIGINAL INVESTMENT.
INVESTING IN NOTES INVOLVES CERTAIN RISKS, AND YOU SHOULD FULLY UNDERSTAND
THESE BEFORE YOU INVEST. SEE THE SECTION HEADED `RISK FACTORS' BELOW.
The applicable Issue Terms may (if applicable) contain information relating to Reference Item(s) to
which the relevant Notes relate and which is contained in such Issue Terms. The applicable Issue
Terms will specify the nature of the responsibility (if any) taken by the Issuer for the information
relating to Reference Items to which the relevant Notes relate and which is contained in such Issue
Terms. However, unless otherwise expressly stated in the applicable Issue Terms, any information
contained therein relating to Reference Item(s) will only consist of extracts from, or summaries of,
information contained in financial and other information released publicly by the issuer, owner or
sponsor, as the case may be, of such Reference Item(s). The Issuer will, unless otherwise expressly
stated in the applicable Issue Terms, confirm that such extracts or summaries have been accurately
reproduced and that, so far as it is aware, and is able to ascertain from information published by the
issuer, owner or sponsor, as the case may be, of such Reference Item(s), no facts have been
omitted that would render the reproduced information inaccurate or misleading.
UNAUTHORIZED INFORMATION
No person has been authorized to give any information or to make any representation other than
those contained in this Prospectus in connection with the issue or sale of the Notes and, if given or
made, such information or representation must not be relied upon as having been authorized by the
Issuer or any Dealer. Neither the delivery of this Prospectus or any Issue Terms nor any offering or
sale made in connection herewith shall, under any circumstances, create any implication that there
4



has been no adverse change in the affairs or financial condition of the Issuer since the date hereof or
the date upon which this Prospectus has been most recently amended or supplemented by a
Supplement (as defined below) or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the
date indicated in the document containing the same.
INDEPENDENT EVALUATION
No Dealer has independently verified the information contained in this Prospectus. No Dealer makes
any representation, warranty or undertaking, express or implied, or accepts any responsibility or
liability, with respect to the accuracy or completeness of any of the information in or incorporated by
reference in this Prospectus.
Neither this Prospectus, nor any Issue Terms, nor any financial statements or any other information
supplied in relation to the Programme or any Notes are intended to provide the basis of any credit or
other evaluation and should not be considered as a recommendation by any of the Issuer or any
Dealer that any recipient of this Prospectus, any Issue Terms, any such financial statements or any
other information supplied in relation to the Programme or any Notes should purchase any Notes.
Each potential purchaser of Notes should determine for itself the relevance of the information
contained in or incorporated by reference in this Prospectus and the applicable Issue Terms and its
purchase of Notes should be based upon such investigation as it deems necessary. Any purchaser
of the Notes is deemed by its purchase to acknowledge that it is relying solely on the information
contained herein or incorporated by reference herein and on its own investigations in making its
investment decision and is not relying on any Dealer in any manner whatsoever in relation to its
investigation of the Issuer or in relation to such investment decision, including the merits and risks
involved.
Neither this Prospectus nor any other information supplied in relation to the Programme or any Notes
constitutes an offer or an invitation by or on behalf of the Issuer or any Dealer or any other person to
subscribe for or purchase the Notes. In making an investment decision, investors must rely on their
own examination of the Issuer and the terms of the Notes being offered, including the merits and
risks involved.
None of the Dealers or the Issuer makes any representation to any investor in the Notes regarding
the legality of its investment under any applicable laws. Any investor in the Notes should satisfy itself
that it is able to bear the economic risk of an investment in the Notes for an indefinite period of time.
CURRENCY OF INFORMATION
Neither the delivery of this Prospectus or any Issue Terms nor any offering, sale or delivery of any
Notes made in connection herewith shall, under any circumstances, create any implication that there
has been no adverse change in the affairs or financial condition of the Issuer since the date hereof or
that any other information supplied in connection with the Programme is correct as of any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same. No Dealer undertakes to review the financial condition or affairs of the Issuer
during the life of the Programme or to advise any investor or potential investor in the Notes of any
information coming to their attention. No Dealer accepts liability in relation to the information
contained herein or incorporated by reference herein or any other information provided by the Issuer
in connection with the Notes.
THIRD PARTY INFORMATION
Information contained in this Prospectus which is sourced from a third party has been accurately
reproduced and, as far as the Issuer is aware and able to ascertain from information published by
the relevant third party, no facts have been omitted which would render the reproduced information
inaccurate or misleading. The Issuer has also identified the source(s) of such information.
5



IMPORTANT INFORMATION REGARDING USE OF THIS PROSPECTUS AND OFFERS OF
NOTES
This Prospectus does not constitute, and may not be used for the purposes of, an offer to sell or the
solicitation of an offer to buy any Notes in any jurisdiction in which such offer or solicitation is not
authorized or to any person to whom it is unlawful to make such offer or solicitation. This Prospectus
may only be used for the purposes for which it has been published.
The distribution of this Prospectus and any Issue Terms and the offering or sale of the Notes in
certain jurisdictions may be restricted by law. None of the Issuer or any Dealers represents that this
Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with
any applicable registration or other requirements in any jurisdiction, or pursuant to an exemption
available thereunder, or assumes any responsibility for facilitating any such distribution or offer. In
particular, unless specifically indicated to the contrary in the applicable Issue Terms, no action has
been taken by the Issuer or the Dealers which would permit a public offering of the Notes or
distribution of this Prospectus (or any part of it) in any jurisdiction where action for that purpose is
required. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this
Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations.
Persons into whose possession this Prospectus (or any part of it), any Issue Terms or any Notes
come must inform themselves about and observe any such restriction on the distribution of this
Prospectus or any Issue Terms and the offering and sale of Notes. In particular, there are
restrictions on offers, sales and deliveries of Notes and on the distribution of this Prospectus or any
Issue Terms and other offering material relating to the Notes in Canada, the United States, the
European Economic Area (including Belgium, The Netherlands and Italy), the United Kingdom,
Switzerland, Japan, Hong Kong, Singapore, Taiwan, PRC, Australia, New Zealand, United Arab
Emirates (excluding the Dubai International Financial Centre) and Dubai International Financial
Centre and such other restrictions as may be required in connection with the offering and sale of a
particular series of Notes (see "Subscription and Sale").
Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or
delivered within the United States or its possessions or to United States persons, except in certain
transactions permitted by U.S. tax regulations.
The contents of this document have not been reviewed by any regulatory authority in Hong Kong.
Prospective investors are advised to exercise caution in relation to the offering of Notes. If
prospective investors are in any doubt about any of the contents of this document, independent
professional advice should be obtained.
The Notes may not be offered, sold or delivered, directly or indirectly, in Canada or to or for the
benefit of residents of Canada in contravention of the securities laws of Canada or any province or
territory thereof or without the Issuer's prior consent. Neither this Prospectus nor any Issue Terms
may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such
offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or
solicitation.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
If the Issue Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA
Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the
meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in the Prospectus Regulation. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPs Regulation.
6



MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Issue Terms in respect of any Notes may include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (for purposes of this paragraph, a "distributor") should take into
consideration the target market assessment; however, a distributor subject to MiFID II is responsible
for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product
Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Dealers nor any of their respective affiliates will be a manufacturer
for the purpose of the MiFID Product Governance Rules.
PROHIBITION OF SALES TO UK RETAIL INVESTORS
If the Issue Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to UK
Retail Investors", such Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the UK. For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law
by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial
Services and Markets Act, 2000 (as amended, the "FSMA") and any rules or regulations made under
the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in the UK
Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No
1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation")
for offering or selling the Notes or otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
UK MiFIR PRODUCT GOVERNANCE ­ TARGET MARKET
The Issue Terms in respect of any Notes may include a legend entitled "UK MiFIR Product
Governance" which will outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "UK distributor") should take into consideration the target market
assessment; however, a UK distributor subject to the FCA Handbook Product Intervention and
Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining
the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK
MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a UK manufacturer in
respect of such Notes, but otherwise neither the Dealers nor any of their respective affiliates will be a
UK manufacturer for the purpose of the UK MIFIR Product Governance Rules.
NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SECURITIES AND FUTURES ACT 2001
OF SINGAPORE (AS MODIFIED OR AMENDED FROM TIME TO TIME, THE "SFA")
Unless otherwise stated in the applicable Issue Terms in respect of any Notes, all Notes issued or to
be issued under this Prospectus shall be prescribed capital markets products (as defined in the
Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment
Products (as defined in Monetary Authority of Singapore ("MAS") Notice SFA 04-N12: Notice on the
Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
BENCHMARKS REGULATION
7